CHINA WIND SYSTEMS, INC. COMMON STOCK PURCHASE WARRANT “A”
NEITHER
THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE UNDERLYING SHARES OF COMMON
STOCK HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“1933 ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE 1933 ACT, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND THE COMPANY
SHALL HAVE RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY AS TO
SUCH
EXEMPTION.
IN
ADDITION, A SECURITIES PURCHASE AGREEMENT DATED AS OF NOVEMBER 13, 2007,
AS
AMENDED, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL
EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES
WITH RESPECT TO THIS WARRANT.
COMMON
STOCK PURCHASE WARRANT “A”
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Number
of Shares: 10,670,7801
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Holder:
Xxxxxx Partners LP
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c/x
Xxxxxx Capital Advisors LLC
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Issue
Date: November 13, 2007
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Managing
Partner
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Attn:
Xxxxxx Xxxxxx Xxxxxx
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Expiration
Date: November 13, 2012
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000
Xxxxx Xxxxxx, 00xx Xxxxx
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Xxx
Xxxx XX 00000
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tel
000-000-0000
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Exercise
Price per Share: $0.58
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fax
000-000-0000
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THIS
COMMON STOCK PURCHASE WARRANT is issued by CHINA WIND SYSTEMS, INC., a Delaware
corporation (the “Company”)
pursuant to a Securities Purchase Agreement dated November 13, 2007, as amended
(“Purchase
Agreement”).
The
Company hereby certifies that, for value received, XXXXXX PARTNERS LP,
or
registered assigns (the “Warrant Holder”), is entitled, subject to the terms set
forth below, to purchase from the Company up to 10,670,780 shares (as adjusted
from time to time as provided in Section 7 of this Warrant, the “Warrant
Shares”) of common stock, $.001 par value (the “Common Stock”), of the Company
at a price of fifty eight cents ($.58) per Warrant Share (as adjusted from
time
to time as provided in Section 7, the “Exercise Price”), at any time and from
time to time from and after the date thereof and through and including
5:00 p.m.
New York City time on November 13, 2012 (the “Expiration Date”), and subject to
the following terms and conditions:
1
The warrants for Eos Holdings will be 303,434
shares and the warrants for Xxxxx Xxxxx will be 202,290
shares.
1. Registration
of Warrant.
The
Company shall register this Warrant upon records to be maintained by the
Company
for that purpose (the “Warrant
Register”),
in
the name of the record Warrant Holder hereof from time to time. The Company
may
deem and treat the registered Warrant Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to
the
Warrant Holder, and for all other purposes, and the Company shall not be
affected by notice to the contrary.
2. Investment
Representation. The Warrant Holder by accepting this Warrant
represents that the Warrant Holder is acquiring this Warrant for its own
account
or the account of an affiliate that is an accredited investor which has
been
identified to and approved by (such approval not to be unreasonably withheld
or
delayed) for investment purposes and not with the view to any offering
or
distribution and that the Warrant Holder will not sell or otherwise dispose
of
this Warrant or the underlying Warrant Shares in violation of applicable
securities laws. The Warrant Holder acknowledges that the certificates
representing any Warrant Shares will bear a legend indicating that they
have not
been registered under the 1933 Act, and may not be sold by the Warrant
Holder
except pursuant to an effective registration statement or pursuant to an
exemption from registration requirements of the 1933 Act and in accordance
with
federal and state securities laws. If this Warrant was acquired by the
Warrant
Holder pursuant to the exemption from the registration requirements of
the 1933
Act afforded by Regulation S thereunder, the Warrant Holder acknowledges
and
covenants that this Warrant may not be exercised by or on behalf of a Person
during the one year distribution compliance period (as defined in Regulation
S)
following the date hereof. “Person” means an individual, partnership, firm,
limited liability company, trust, joint venture, association, corporation,
or
any other legal entity.
3. Validity
of Warrant and Issue of Shares. The Company represents and warrants
that this Warrant has been duly authorized and validly issued and warrants
and
agrees that all of Common Stock that may be issued upon the exercise of
the
rights represented by this Warrant will, when issued upon such exercise,
be duly
authorized, validly issued, fully paid and nonassessable and free from
all
taxes, liens and charges with respect to the issue thereof other than those
incurred by the Holder. The Company further warrants and agrees that during
the
Exercise Period, the Company will at all times have authorized and reserved
a
sufficient number of Common Stock to provide for the exercise of the rights
represented by this Warrant.
4. Registration
of Transfers and Exchange of Warrants.
a. Subject
to compliance with the federal and state securities laws, the Company shall
register the transfer of any portion of this Warrant in the Warrant Register,
upon surrender of this Warrant with the Form of Assignment attached hereto
duly
completed and signed, to the Company at the office specified in or pursuant
to
Section 13. Upon any such registration or transfer, a new warrant to purchase
Common Stock, in substantially the form of this Warrant (any such new warrant,
a
“New Warrant”), evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining portion
of
this Warrant not so transferred, if any, shall be issued to the transferring
Warrant Holder. The acceptance of the New Warrant by the transferee thereof
shall be deemed the acceptance of such transferee of all of the rights
and
obligations of a Warrant Holder of a Warrant.
-2-
b. This
Warrant is exchangeable, upon the surrender hereof by the Warrant Holder
to the
office of the Company specified in or pursuant to Section 9 for one or more
New
Warrants, evidencing in the aggregate the right to purchase the number of
Warrant Shares which may then be purchased hereunder. Any such New Warrant
will
be dated the date of such exchange.
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5.
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Exercise
of Warrants.
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a. Upon
surrender of this Warrant with the Form of Election to Purchase attached
hereto
duly completed and signed to the Company, at its address set forth in Section
13, and upon payment and delivery of the Exercise Price per Warrant Share
multiplied by the number of Warrant Shares that the Warrant Holder intends
to
purchase hereunder, in lawful money of the United States of America, by
wire
transfer or by certified or official bank check or checks, to the Company,
all
as specified by the Warrant Holder in the Form of Election to Purchase,
the
Company shall promptly (but in no event later than 7 business days after
the
Date of Exercise (as defined herein)) issue or cause to be issued and cause
to
be delivered to or upon the written order of the Warrant Holder and in
such name
or names as the Warrant Holder may designate (subject to the restrictions
on
transfer described in the legend set forth on the face of this Warrant),
a
certificate for the Warrant Shares issuable upon such exercise, with such
restrictive legend as required by the 1933 Act. Any person so designated
by the
Warrant Holder to receive Warrant Shares shall be deemed to have become
holder
of record of such Warrant Shares as of the Date of Exercise of this
Warrant.
b. A
“Date
of Exercise”
means
the date on which the Company shall have received (i) this Warrant (or any
New
Warrant, as applicable), with the Form of Election to Purchase attached hereto
(or attached to such New Warrant) appropriately completed and duly signed,
and
(ii) payment of the Exercise Price for the number of Warrant Shares so indicated
by the Warrant Holder to be purchased.
c. This
Warrant shall be exercisable at any time and from time to time during the
Exercise Period for such number of Warrant Shares as is indicated in the
attached Form of Election To Purchase. If less than all of the Warrant
Shares
which may be purchased under this Warrant are exercised at any time, the
Company
shall issue or cause to be issued, at its expense, a New Warrant evidencing
the
right to purchase the remaining number of Warrant Shares for which no exercise
has been evidenced by this Warrant.
d. (i)
Notwithstanding anything contained herein to the contrary, but subject
to
Section 5(e) and Section 6, the holder of this Warrant may, at its election
exercised in its sole discretion, exercise this Warrant in whole or in
part and,
in lieu of making the cash payment otherwise contemplated to be made to
the
Company upon such exercise in payment of the Aggregate Exercise Price,
elect
instead to receive upon such exercise the “Net Number” of shares of Common Stock
determined according to the following formula (a “Cashless Exercise”):
-3-
Net
Number = (A x (B - C))/B
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(ii)
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For
purposes of the foregoing formula:
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A
= the
total number shares with respect to which this Warrant is then being
exercised.
B
= the
last reported sale price (as reported by Bloomberg) of the Common Stock on
the
trading day immediately preceding the date of the Exercise Notice.
C
= the
Warrant Exercise Price then in effect at the time of such exercise.
e. The
holder of this Warrant shall have the right, in its sole discretion, to receive,
in lieu of any or all of the shares of Common Stock determined pursuant to
Section 5(d) of this Warrant, such number of shares of Series A Preferred
Stock
as has a liquidation preference equal to A x (B-C).
f. The
holder of this Warrant may not make a Cashless Exercise (i) during the
twelve
(12) months following the Original Issue Date and (ii) thereafter if the
sale by
the Holder of the Warrant Shares is covered by an effective registration
statement.
6. Maximum
Exercise. The Warrant Holder shall not be entitled to exercise this
Warrant on a Date of Exercise in connection with that number of shares
of Common
Stock which would be in excess of the sum of (i) the number of shares of
Common
Stock beneficially owned by the Warrant Holder and its affiliates on the
Date of
Exercise, and (ii) the number of shares of Common Stock issuable upon the
exercise of this Warrant with respect to which the determination of this
limitation is being made on an Date of Exercise, which would result in
beneficial ownership by the Warrant Holder and its affiliates of more than
4.9%
of the outstanding shares of Common Stock on such date. This Section 6
may not
be waived or amended. As used in this Warrant, beneficial ownership shall
be
determined in accordance with Section 13(d) of the Securities Exchange
Act of
1934, as amended (the “Exchange Act”), and Regulation 13d-3
thereunder.
7. Adjustment
of Exercise Price and Number of Shares.
The
character of the shares of stock or other securities at the time issuable
upon
exercise of this Warrant and the Exercise Price therefore, are subject to
adjustment upon the occurrence any of the following events which shall have
occurred or which shall occur at any time on or after the Closing Date, as
defined in the Purchase Agreement and regardless of whether any Warrants
were
issued on the Closing Date, and all such adjustments shall be
cumulative:
a. Adjustment
for Stock Splits, Stock Dividends, Recapitalizations, Etc. The Exercise
Price of this Warrant and the number of shares of Common Stock or other
securities at the time issuable upon exercise of this Warrant shall be
appropriately adjusted to reflect any stock dividend, stock split, stock
distribution, combination of shares, reverse split, reclassification,
recapitalization or other similar event affecting the number of outstanding
shares of stock or securities.
-4-
b. Adjustment
for Reorganization, Consolidation, Merger, Etc. In case of any
consolidation or merger of the Company with or into any other corporation,
entity or person, or any other corporate reorganization, in which the Company
shall not be the continuing or surviving entity of such consolidation,
merger or
reorganization (any such transaction being hereinafter referred to as a
“Reorganization”), then, in each case, the holder of this Warrant, on exercise
hereof at any time after the consummation or effective date of such
Reorganization (the “Effective Date”), shall receive, in lieu of the shares of
stock or other securities at any time issuable upon the exercise of the
Warrant
issuable on such exercise prior to the Effective Date, the stock and other
securities and property (including cash) to which such holder would have
been
entitled upon the Effective Date if such holder had exercised this Warrant
immediately prior thereto (all subject to further adjustment as provided
in this
Warrant).
c. Certificate
as to Adjustments.
In case
of any adjustment or readjustment in the price or kind of securities issuable
on
the exercise of this Warrant, the Company will promptly give written notice
thereof to the holder of this Warrant in the form of a certificate, certified
and confirmed by the Board of Directors of the Company, setting forth such
adjustment or readjustment and showing in reasonable detail the facts upon
which
such adjustment or readjustment is based.
d. Sales
of Common Stock at less than the Exercise Price. From
the
date hereof until such time as the Investors, as defined in the Purchase
Agreement, hold no Securities, as defined in the Purchase Agreement, except
for
(i) Exempt Issuances, as defined in the Purchase Agreement, (ii) issuances
covered by Sections 7(a), 7(b) and 7(e) hereof or (iii) an issuance of Common
Stock upon exercise or upon conversion of warrants, options or other convertible
securities for which an adjustment has already been made pursuant to this
Section 7,
as to
all of which this Section 7(d) does not apply, if the Company closes on the
sale
or issuance of Common Stock at a price, or warrants, options, convertible
debt
or equity securities with an exercise price per share or a conversion price
which is less than the Exercise Price then in effect, the Exercise Price
shall
be adjusted immediately thereafter so that it shall equal the price determined
by multiplying the Exercise Price in effect immediately prior thereto by
a
fraction, the numerator of which shall be the sum of the number of shares
of
Common Stock outstanding immediately prior to the issuance of such additional
shares and the number of shares of Common Stock which the aggregate
consideration received or receivable for the issuance of such additional
shares
would purchase at the Exercise Price then in effect, and the denominator
of
which shall be the number of shares of Common Stock outstanding immediately
after the issuance of such additional shares (including the exercise or
conversion of all options, warrants and other convertible securities). Such
adjustment shall be made successively whenever such an issuance is made.
An
adjustment pursuant to this Section 7(d) shall not result in any change in
the
number of shares of Common Stock issuable upon exercise of this Warrant.
e. Price
Adjustments
Based on Pre-Tax Income
per Share.
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i.
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In
the event the Company’s consolidated Pre-Tax Income, as defined in the
Purchase Agreement, for the year ended December 31, 2007 is less
than the
Target Number per share, as defined in the Purchase Agreement,
for 2007,
on a fully-diluted basis, then the Exercise Price shall be reduced
by the
percentage shortfall, up to a maximum reduction of 90%. Thus, if
Pre-Tax
Income for the year ended December 31, 2007 is 30% per share on
a
fully-diluted basis less than the Target Number, the Exercise Price
shall
be reduced by 30%. Such reduction shall be made at the time the
Company
files its Form 10-KSB for the year ended December 31, 2007, and
shall
apply to the Warrants which are outstanding on the date the Form
10-KSB is
filed, or, if not filed on time, on the date that filing was required,
after giving effect to any extension pursuant to Rule 12b-25 of
the
Exchange Act. In the event that the Form 10-KSB is not filed with
the SEC
within thirty (30) days after the date that filing was required,
the
Exercise Price shall automatically be reduced by
90%.
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-5-
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ii.
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In
the event the Company’s consolidated Pre-Tax Income for the year ended
December 31, 2008 is less than the Target Number per share, as
defined in
the Purchase Agreement, for 2008, on a fully-diluted basis, then
the
Exercise Price then in effect shall be reduced by the percentage
shortfall, up to a maximum reduction of 90%. Thus, if Pre-Tax Income
for
the year ended December 31, 2008 is 30% per share on a fully-diluted
basis
less than the Target Number, the Exercise Price shall be reduced
by 30%.
Such reduction shall be made at the time the Company files its
Form 10-KSB
for the year ended December 31, 2008, and shall apply to the Warrants
which are outstanding on the date the Form 10-KSB is filed, or,
if not
filed on time, on the date that filing was required, after giving
effect
to any extension pursuant to Rule 12b-25 of the Exchange Act. In
the event
that the Form 10-KSB is not filed with the SEC within thirty (30)
days
after the date that filing was required, the Exercise Price shall
automatically be reduced by 90%.
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iii.
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For
purpose of determining Pre-Tax Income Per Share on a fully-diluted
basis,
all shares of Common Stock issuable upon conversion of convertible
securities and upon exercise of warrants and options (whether or
not
vested) shall be deemed to be outstanding, regardless of whether
(i) such
shares are treated as outstanding for determining diluted earnings
per
share under GAAP, (ii) such securities are “in the money,” or (iii) such
shares may be issued as a result of the 4.9% Limitation; provided,
however, that neither the shares of Series A Preferred Stock held
in
escrow pursuant to Section 6.15 or Section 6.25 of the Purchase
Agreement
nor the shares of Common Stock issuable upon conversion of such
Series A
Preferred Stock shall be deemed outstanding for purpose of this
Section
7(e) unless such shares were required to have been transferred
to the
Investors pursuant to the Closing Escrow Agreement, as defined
in the
Purchase Agreement.
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iv.
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An
adjustment pursuant to Sections 7(d) or 7(e) of this Warrant shall
not
affect the number of shares of Common Stock issuable upon exercise
of this
Warrant.
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-6-
8. Fractional
Shares.
The
Company shall not be required to issue or cause to be issued fractional Warrant
Shares on the exercise of this Warrant. The number of full Warrant Shares
that
shall be issuable upon the exercise of this Warrant shall be computed on
the
basis of the aggregate number of Warrants Shares purchasable on exercise
of this
Warrant so presented. If any fraction of a Warrant Share would, except for
the
provisions of this Section 8, be issuable on the exercise of this Warrant,
the
Company shall, at its option, (i) pay an amount in cash equal to the Exercise
Price multiplied by such fraction or (ii) round the number of Warrant Shares
issuable, up to the next whole number.
9. Sale
or Merger of the Company. Upon a Merger Transaction, the
restriction contained in Section 6 shall immediately be released and the
Warrant
Holder will have the right to exercise this Warrant concurrently with such
Merger Transaction. For purposes of this Warrant, the term “Merger Transaction”
shall mean a consolidation or merger of the Company into another company
or
entity in which the Company is not the surviving entity or the sale of
all or
substantially all of the assets of the Company to another company or entity
not
controlled by the then existing stockholders of the Company.
10. Notice
of Intent to Sell or Merge the Company. The Company will give
Warrant Holder ten (10) business days notice before any Merger
Transaction.
11. Issuance
of Substitute Warrant. In the event of a merger, consolidation,
recapitalization or reorganization of the Company or a reclassification
of
Company shares of stock, which results in an adjustment to the number of
shares
subject to this Warrant and/or the Exercise Price hereunder, the Company
agrees
to issue to the Warrant Holder a substitute Warrant reflecting the adjusted
number of shares and/or Exercise Price upon the surrender of this Warrant
to the
Company. However, in the event that the Company does not issue a substitute
warrant, the number and class of Warrant Shares or other securities and
the
Exercise Price shall be adjusted as provided in this Warrant, and this
Warrant
shall relate the adjusted number of Warrant Shares and Exercise
Price.
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12.
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Right
of Redemption.
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| a. | i. | The Company shall have the right at any time, on written notice given not less than forty five (45) days prior to the Redemption Date, to redeem the outstanding Warrants at the Redemption Price of one cent ($.01) per share of Common Stock issuable upon exercise of the Warrants, provided the Market Price of the Common Stock shall equal or exceed the “Target Price” and the “Trading Volume” shall equal or exceed the “Target Volume” on each trading day in the twenty (20) trading days in the period ending on the trading day prior to the date that the Company calls the Warrants for redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, and sent by telecopier and e-mail not later than three (3) business days after the date the Warrants are called for redemption, and shall be deemed given on the date of receipt of the notice by the Holder. All Warrants must be redeemed if any Warrants are redeemed; provided, however, that if the exercise by the Company of its right of redemption pursuant to this Section 12(a)(i) would result in a violation of the 4.9% Limitation, the Company shall not have the right to redeem the Holders’ Warrants to the extent that the exercise of the Warrants as to which the redemption notice is given would result in such a violation. In such event, the Company may subsequently exercise it right to redeem the remaining Warrants held by the Holder on and subject to the provisions of this Section 12(a)(i). |
-7-
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ii.
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As
used in this Section 12, the following terms shall have the meanings
set
forth below:
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1.
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“Redemption
Date” shall mean the date on which the Warrants are to be redeemed as
set
forth in the notice of redemption from the Company to the Holders
of the
Warrants, as the same may be extended pursuant to Section 12(b)(ii)
of
this Warrant.
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2.
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“Market
Price” shall mean the closing bid price of the Common Stock (as reported
by Bloomberg L.P. or, if the Common Stock is traded on the Nasdaq
Stock
Market or the New York or American Stock Exchange, as reported
by such
market or exchange).
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3.
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“Target
Price” shall mean the greater of (x) one and 16/100 dollars ($1.16), which
price shall be subject to adjustment for events described in Section
7(a)
of this Warrant, or (y) two hundred percent (200%) of the Exercise
Price.
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4.
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“Trading
Volume” shall mean the trading volume in the Common Stock (as reported
by
Bloomberg L.P. or the Nasdaq Stock Market or the New York or American
Stock Exchange, as the case may
be).
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5.
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“Target
Volume” shall mean one thousand (1,000)
shares.
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b.
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Notwithstanding
any other provision of this Section
12:
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i.
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The
Company may only exercise the right of redemption pursuant to Section
12(a)(i) of this Warrant if a registration statement covering the
sale by
the Holder of the shares of Common Stock issuable upon exercise
of this
Warrant is current and effective on each day in the period commencing
on
the first day of the twenty day period and ending sixty (60) days
after
the Redemption Date.
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ii.
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In
the event that, at any time subsequent to the date on which the
Warrants
are called for redemption and before the Redemption Date, the shares
of
Common Stock issuable upon exercise or conversion of the Warrants
are not
subject to a current and effective registration statement, the
Company’s
right to call the Warrants for redemption shall terminate with
respect to
all Warrants that have not then been exercised or converted. Nothing
in
the preceding sentence shall be construed to prohibit or restrict
the
Company from thereafter calling the Warrants for redemption in
the manner
provided for, and subject to the provisions of, this Section
12.
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-8-
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iii.
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The
Redemption Date shall be postponed for two (2) trading days for
each day
after the Warrants are called for redemption that the Market Price
of the
Common Stock is less than the Target Price; provided, however,
that if the
Market Price shall be less than the Target Price for ten (10) consecutive
trading days or fifteen (15) trading days during the period from
the date
the Warrants are called for redemption to the Redemption Date,
the
Company’s right to redeem any Warrants not theretofore exercised or
converted shall terminate, subject to the right of the Company
to call the
remaining Warrants for redemption pursuant to this Section
12.
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c.
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The
notice of redemption shall specify (i) the Redemption Price, (ii)
the
Redemption Date, (iii) the place where the Warrants shall be delivered
and
the Redemption Price shall be paid, (iv) the representation required
by
Section 12(b)(i), (v) the number of Warrants being called for redemption
if less than all of the Warrants are being redeemed, and (vi) that
the
right to exercise the Warrants shall terminate at 5:30 p.m. (New
York City
time) on the trading day immediately preceding the Redemption Date.
No
failure to mail such notice nor any defect therein or in the mailing
thereof shall affect the validity of the proceedings for such redemption
except as to a Holder (x) to whom notice was not mailed or (y)
whose
notice was defective. An affidavit of the Chief Financial Officer
of the
Company that notice of redemption has been mailed shall, in the
absence of
fraud, be prima facie evidence of the facts stated
therein.
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d.
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Any
right to exercise or convert a Warrant to the extent that the Warrant
was
called for redemption shall terminate at 5:30 p.m. (New York City
time) on
the Redemption Date. After such time, Holders of the Warrants shall
have
no further rights except to receive, upon surrender of the Warrant,
the
Redemption Price without interest, subject to the provisions of
applicable
laws relating to the treatment of abandoned property.
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13. Notice.
All notices and other communications hereunder shall be in writing and
shall be
deemed to have been given (i) on the date they are delivered if delivered
in
person; (ii) on the date initially received if delivered by facsimile
transmission followed by registered or certified mail confirmation; (iii)
on the
date delivered by an overnight courier service; or (iv) on the date of
delivery
after it is mailed by registered or certified mail, return receipt requested
with postage and other fees prepaid as follows:
-9-
If
to
the Company:
c/o
Greenpower Environmental Technologies, Inc.
Qianzhou
Town, Wuxi City
Jiangsu,
PRC 214181
Attention:
Xx Xxxx-Hua
With
a
copy to:
Xxxxxxxxxx
& Xxxxx LLP
00000
Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx
Xxxxxxx, XX 00000
Attn:
Xxxxx X. Xxxxx, Esq.
E-mail:
xxxxxx@xxxxxxxxxxxxxxx.xxx
Fax:
(000) 000-0000
and
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx, 00 Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxx X. Xxxxxxxx PC
E-mail:
xxxxxxxxx@xxxx.xxx
Fax:
(000) 000-0000
If
to
the Warrant Holder:
at
the
address or telecopier number and to the attention of the person shown on
the
Company’s warrant register.
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14.
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Miscellaneous.
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a. This
Warrant shall be binding on and inure to the benefit of the parties hereto
and
their respective successors and permitted assigns. This Warrant may be amended
only by a writing signed by the Company and the Warrant Holder.
b. Nothing
in this Warrant shall be construed to give to any person or corporation other
than the Company and the Warrant Holder any legal or equitable right, remedy
or
cause of action under this Warrant; this Warrant shall be for the sole and
exclusive benefit of the Company and the Warrant Holder.
c. This
Warrant shall be governed by, construed and enforced in accordance with the
internal laws of the State of New York without regard to the principles of
conflicts of law thereof.
d. The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.
-10-
e. In
case
any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon
a
valid and enforceable provision which shall be a commercially reasonably
substitute therefore, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.
f. The
Warrant Holder shall not, by virtue hereof, be entitled to any voting or
other
rights of a stockholder of the Company, either at law or equity, and the
rights
of the Warrant Holder are limited to those expressed in this
Warrant.
IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by the
authorized officer as of the date first above stated.
| Date: ________________ | CHINA WIND SYSTEMS, INC. | |
| |
|
|
| By: | ||
|
Name: Xx Xxxx-Hua |
||
| Title: Chief Executive Officer | ||
-11-
FORM
OF ELECTION TO PURCHASE
(To
be
executed by the Warrant Holder to exercise the right to purchase shares of
Common
Stock under the foregoing Warrant)
To:
China
Wind Systems, Inc.:
In
accordance with the COMMON STOCK WARRANT enclosed with this Form of Election
to
Purchase, the undersigned hereby irrevocably elects to purchase ______________
shares of Common Stock (“Common Stock”), $.001 par value, of China Wind Systems,
Inc. and encloses the warrant and $____ for each Warrant Share being purchased
or an aggregate of $________________ in cash or certified or official bank
check
or checks, which sum represents the aggregate Exercise Price (as defined
in the
Warrant) together with any applicable taxes payable by the undersigned pursuant
to the Warrant.
The
undersigned requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of:
|
(Please
print name and address)
|
||
|
(Please
insert Social Security or Tax Identification Number)
|
If
the
number of shares of Common Stock issuable upon this exercise shall not be
all of
the shares of Common Stock which the undersigned is entitled to purchase
in
accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the
shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued
in the name of and delivered to:
|
(Please
print name and address)
|
| Dated: | Name of Warrant Holder: |
|
(Print)
|
||
|
(By:)
|
||
|
(Name:)
|
||
|
(Title:)
|
(Signature
must conform in all respects to name of
Warrant
Holder as specified on the face of the
Warrant)
-12-
